Loading...
HomeMy WebLinkAboutCivic Square Lease Agreement 1988L E A S E Between CARMEL CIVIC SQUARE BUILDING CORPORATION and THE CITY OF CARMEL, INDIANA c'; Vi Executed this 31st day of October 19 88 I N D E X 1. Premises, Term and Warranty 2. Semi - Annual Rental Payments 2 3. Additional Rental Payments 4 4. Abatement of Rent 5 5. Alterations and Repairs 6. Insurance 6 7. General Covenants 8 8. Option to Purchase 8 9. Option to Renew 10 10. Defaults 10 11. Notices 11 12. Successors or Assigns 11 13. Construction of Covenants 11 5 L E A S E THIS LEASE, entered into this 31st day of October 1988, between Carmel Civic Square Building Corporation, an Indiana Corporation (hereinafter called "Lessor "), and the City: of Carmel, Indiana, a body corporate and politic designated by the laws of the State of Indiana as "The City of Carmel, Indiana," acting through the Board of Public Works and Safety thereof (hereinafter called "Lessee "), WITNESSETH THAT: In consideration of the mutual covenants herein contained, it is agreed that: 1. Premises, Term and Warranty. The Lessor does hereby lease, demise and let to Lessee the real estate in Hamilton County, Indiana, more particularly described in Exhibit A attached hereto and made a part hereof, and a Police Station, Parking Area, and City Hall, (all of which are hereinafter referred to as "Building "), to be erected thereon by Lessor according to plans and specifications dated September 6, 1988, prepared for the Lessor by Howard, Needles, Tammen & Bergendoff, Architects. The above mentioned plans and specifications may be changed, additional construction work may be performed and additional equipment may be purchased by Lessor, but only with the approval of Lessee, and only if such changes-or modifications, additional::` construction work or additional equipment do not alter the character of the Building or reduce the value thereof. Any such. -2- additional construction work or additional equipment shall be part of the property covered by this Lease. The above mentioned plans and specifications have been filed with and approved by Lessee. TO HAVE AND TO HOLD the same with all rights, privileges, easements and appurtenances thereunto belonging, until Lessee, for a term of twenty -two (22) years, beginning on the date the Building is completed and ready for occupancy, and ending on the day prior to such date twenty -two (22) years thereafter. The date the Building is completed, ready for occupancy, shall be endorsed on this Lease at the end hereof by the parties hereto aS• soon as the same can be done after such completion, and such endorsement shall be recorded as an addendum to this Lease. The Lessor hereby represents that it is possessed of, or will acquire, a good and indefeasible estate in fee simple to the above described real estate, and Lessor warrants and will defend. the same against all claims whatsoever not suffered or caused by the acts or omissions of Lessee or its assigns. 2. Semi - Annual Rental Payments. The Lessee agrees to pay rental for said premises at the rate of Nine Hundred Fifty Thousand Dollars ($950,000.00) per year during the term of this Lease. The first rental installment shall be due on the later of (a) the day that the Building to be erected on the premises is completed in accordance with the plans and specifications, accep- -3- table for Lessee and ready for occupancy, and so certified to the Lessee by Howard, Needles, Tammen & Bergendoff, Architects, and (b) June 28, 1990. If completion is later than June 28, 1990,. the first installment shall be in an amount which provides for rental at the yearly rate specified above from the date of completion until the first June 28th or December 28th following such date of completion. Thereafter, such rental shall be payable in advance in semi- annual installments of Four Hundred Seventy -Five Thousand Dollars ($475,000.00), on June 28th and December 28th of each year. The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate specified above from the,. date such installment is due to the date of the expiration of this Lease. All rentals payable under the terms of this Lease shall be paid by the Lessee to Merchants National Bank and Trust Company, as Trustee (hereinafter called "Trustee "), or to such other bank or trust company as may from time to time succeed the Merchants National Bank and Trust Company as Trustee under the Trust Indenture securing the First Mortgage Bonds (hereinafter referred to as "Bonds "), to be issued by the Lessor. All payments so made by the Lessee shall be considered as payment to the Lessor of the rentals payable hereunder. After the sale of first mortgage bonds to pay the cost of said buildings, including the acquisition of the site therefor, and other expenses incidental thereto, the annual rental shall be -4- reduced to an amount equal to the multiple of One Thousand Dollars ($1,000.00) next highest to the highest principal and interest due in any year ending on a bond maturity date (bond year) on such bonds, plus Two Thousand Dollars ($2,000.00) payable in equal semi- annual installments. Such amount of reduced annual rental shall be endorsed on this Lease at the end hereof by the parties hereto as soon as the same can be done after the sale of said bonds and such endorsement shall be recorded as an addendum to this Lease. 3. Additional Rental Payments. The Lessee shall pay as further rental for said premises all taxes and assessments levied . against or on account of the leased property and any income or excise tax imposed on Leasor on account of receipt of lease ren- tals. Any and all such payments shall be made and satisfactory evidence of such payments in the form of receipts shall be fur- nished to the Lessor by the Lessee, at least three (3) days the last day upon which the same must be paid to avoid delinquency. In case the Lessee shall in good faith desire to contest the validity of any such tax or assessment,, and shall so . notify the Lessor, and shall furnish bond with surety to the approval of the Lessor conditioned for the payment of the charges so desired to be contested and all damages or loss resulting to the Lessor from the non - payment thereof when due, the Lessee shall not be obligated to pay the same until such contests have ., been determined. -5- 4. Abatement of Rent. In the event the Building to be erected on the premises shall be partially or totally destroyed whether by fire or any other casualty, so as to render the same unfit, in whole or part, for use and occupancy by the Lessee, it shall then be the obligation of the Lessor to restore and rebuild the Building as promptly as may be done, unavoidable strikes and other causes beyond the control of the Lessor excepted; provided, however, that the Lessor shall not be obligated to expend on such restoration or rebuilding more than the amount of the proceeds received by the Lessor from the insurance provided for in Clause 6 hereof. If there is in force on the date of such partial or total destruction insurance on the demised premises and the rental value thereof, in accordance with the provisions of Clause 6 hereof, the rent shall be abated for the period during which the Building or any part thereof is unfit for occupancy and shall be in proportion to the percentage of floor area which is unfit for occupancy. 5. Alterations and Repairs. The Lessee assumes all respon- sibility for repairs and alterations to the Building to be constructed by the Lessor. No alterations shall be made by Lessee without first obtaining the written consent of Lessor. At the end of the term, Lessee shall deliver the leased property to Lessor in as good condition as at the beginning of the term, -6- reasonable wear and tear only excepted. Equipment or other per sonal property which becomes worn out or obsolete may be discarded or sold by Lessee. Lessee need not replace such per- sonal property, but may replace such property at its own expense, which replacement property shall belong to Lessee. The proceeds of the sale of any personal property shall be paid to the above mentioned Trustee. Lessee may trade in any obsolete or worn out personal property or replacement property which will belong to Lessee upon payment to the Trustee of an amount equal to the trade -in value of such property. 6. Insurance. Lessee, at its own expense, will,-during the full term of the lease, keep the demised premises insured against physical loss or damage, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type, in good and responsible insurance companies to the approval of Lessor. Such insurance shall be in an amount equal to one hundred five percent (105 %) of the full replacement . cost of the leased facilities as certified by a registered archi- tect, registered engineer, or professional appraisal engineer, selected by the Lessor, on the effective date of this lease and on or before the first day of April of each year thereafter. Such appraisal may be based upon a recognized index of conversion factors. During the full term of this lease, Lessee will also, at its own expense, maintain rent. or rental value insurance in an -7- amount equal to the full rental value of the leased facilities for the period of two (2) years against physical loss or damage of the type insured against pursuant to the preceding require- ments of this clause. Such policies shall be for the benefit of persons having an insurable interest in the demised premises, and shall be made payable to the Lessor or to such other person or persons as the Lessor may designate. Such policies shall be countersigned by an agent of the insurer who is a resident of the' State of Indiana, and such policies, together with a certificat of the insurance commissioner certifying that the persons coun- tersigning such policies are duly qualified in the State of Indiana as resident agents of the insurers on whose behalf they may have signed, and the certificate of the architect or engineer, ! hereinbefore referred to shall be deposited with the Lessor. If, at any time, the Lessee fails to maintain insurance in accordance with this clause, such insurance may be obtained by the Lessor and the amount paid therefor shall be added to the amount of ren- tal payable by the Lessee under this lease; provided, however, that the Lessor shall be under no obligation to obtain such insurance and any action or non - action of the Lessor in this regard shall not relieve the Lessee of any consequence of its default in failing to obtain such insurance, including its obli- gation to continue the rental payments in case of total or par- tial destruction of the Building as provided in Clause 4 hereof. -8- 7. General Covenants. The Lessee shall not assign this Lease or sublet the demised premises herein described without the written consent of Lessor. Lessee shall use and maintain the demised premises in accordance with the laws and ordinances of the United States of America, the State of Indiana, and all other proper governmental authorities. The Lessee covenants that in any contracts entered into by the Lessee providing for the use of�: the Leased Premises, which involve the conduct of a separate trade or business, (a) the Leased Premises would be used only (i) by a Governmental Unit within the meaning of Section 141 of the Internal Revenue Code of 1986 or (ii) by non - Governmental Units on the same basis as other members of the generalpublic or (b) would not in the aggregate result in payments to the Lessee in an amount in excess of 5% of the principal of and interest on the first mortgage bonds issued under the Indenture. 8. Option to Purchase. Lessor hereby grants to Lessee the right and option, on any rental payment date prior to the expira- tion of this lease, upon written notice to Lessor, to purchase . the demised remises at a P price equal to the amount required to. enable Lessor to liquidate by paying all indebtedness, including.. accrued and unpaid interest to the first date on which bonds may be redeemed and all premiums payable on the redemption thereof, by redeeming and retiring all stock at par, and by paying the expenses and charges of liquidation. In no event, however, shall -9- such purchase price exceed the capital actually invested in such property by Lessor represented by outstanding securities or existing indebtedness plus the cost of transferring the property and liquidating the Lessor corporation. The phrase "capital actually invested" as used herein shall be construed to include, but not by way of limitation, the following amounts expended by the Lessor: organization and incorporation expenses, financing costs, carrying charges,; legal fees, architect's fees, contrac- tor's fees, and reasonble costs and expenses incidental thereto. Upon request of the Lessee, the Lessor agrees to furnish an itemized statement setting forth the amount required to be paid by the Lessee on the next rental payment date in order to purchase the demised premises in accordance with the preceding paragraph. The statement shall also set forth the name of the Trustee under the trust agreement or agreements securing the outstanding indebtedness of the Lessor. If the Lessee exercises its option to purchase, it shall pay to the Trustee referred to above that portion of th.e purchase price which is required to pay all indebtedness of Lessor, including all premiums payable on the redemption thereof and accrued and unpaid interest. Such payment shall not be made until the Trustee gives to Lessee a written statement that such amount will be sufficient to retire all outstanding indebtedness of Lessor secured by the trust agreement or agreements between the Trustee and the Lessor, including all premiums payable on the redemption thereof and accrued and unpaid interest. -10- The remainder of such purchase price shall be ,Paid by the Lessee to the Lessor. Nothing herein contained shall be construed to provide that Lessee shall be under any obligation to.. purchase the demised premises, or under any obligation in. respect ';' to any creditors, shareholders or security holder of Lessor. 9. Option to Renew. Lessor hereby grants to Lessee the right and option to renew this lease for a further like, or lesser, term upon the same or like conditions as herein con- tained, and Lessee shall exercise this option by written notice to Lessor given upon any rental payment date prior to the expira- tion of this Lease. 10. Defaults. If the Lessee shall default (A) in the payment of any rentals or other sums payable to the Lessor hereunder, or (B) in the observance of any other covenant, agreement or con- dition hereof and such default shall continue for ninety (90) days after written notice to 'correct the same; then, in any or either of such events, the Lessor may proceed to protect and enforce its rights by suit or suits in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein, or for the enfor- cement of any other appropriate legal or equitable remedy, or the Lessor, at its option, without further notice, may terminate the estate and interest of the Lease hereunder, and it 'shall be lawful for the Lessor forthwith to resume possession of the demised premises and the Lessee covenants to surrender the same forthwith upon demand. The exercise by the Lessor of the above right to terminate this Lease shall not release the Lessee from the performance of any obligation hereof maturing prior to the Lessor's actual entry into possession. No waiver by the Lessor of any right to ter- minate this Lease upon any default shall operate to waive such right upon the same or other default subsequently ,occurring. 11. Notices. Whenever either party shall be required to give notice to the other under this Lease, it shall be sufficient. service of such notice to deposit the same in the United States maii, in an envelope duly stamped, registered and addressed to the other party or parties at their last known place of- business. 12. Successors or Assigns. All covenants of this Lease, whether by Lessor or Lessee, shall be binding upon the successors and assigns of the respective parties hereto. 13. Construction of Covenants. Lessor was organized for the purpose of constructing and erecting a Master Fire Station, Parking Area, Civic Square, and Amphitheatre, and leasing the same to Lessee under the provisions of the Indiana Code, Title 36, Article 1, Chapter 10. All provisions herein contained shall be construed in accordance with the provisions of said Chapter, and to the extent of inconsistencies, if any, between the cove- nants and agreements in this Lease and provisions of said Chapter, the provisions of said Chapter shall be deemed to be controlling and binding upon Lessor and Lessee. -12- IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed for and on behalf the day and year first hereina- bove written. ATTEST: STATE OF INDIANA ) • ) SS: COUNTY OF HAMILTON ) CARMEL CIVIC SQUARE BUILDING CORPORATION N PROFFITT, Pres BEFORE ME, a Notary Public in and for said County and Stat.e,;,. personally appeared JOHN PROFFITT and KEN KELTNER, the - President and Secretary, respectively, of Carmel Civic Square Building Corporation, and acknowledged the execution of the foregoing Lease. WITNESS my hand and Notarial Seal, this rP,/ day of �S.t> , 1988. My Commission Expires: / ZlS790 NOT PRI Co 'ty of Residence: /,L,q ,,`La,,, tDS L -13- CITY OF CARMEL, INDIANA, Lessees BY: THE BOARD OF PUBLIC WORKS AND SAFETY ATTEST: THE MAYOR: K4C SUSAN W. JONES Clerk-Treasurer -14- STATE OF INDIANA ) )SS: COUNTY OF HAMILTON BEFORE ME, a Notary Public in and for said County and State,; personally appeared f.,•,,rz„ ,j p ,t ycic , ¶,,/2,,,. l4'; 44. , and acknowledged the execution of they foregoing Lease. WITNESS my hand and Notarial Seal, this 3/'� day of Q; P' , 1988. My Commission Expires: /2/ sy9J NO ARV UBL___C PRIN D: c . *ve:-/lr02atuj RES' DING IN AV,,q,,,,c,,,z, COUNTY This Instrument was prepared by Stephen K. Andrews, BLEECKER BRODEY ANDREWS & COHEN, 2506 Willowbrook Parkway, Suite #312, Indianapolis, Indiana 46205. LEGAL DESCRIPTION TRACT 1 CARMEL POLICE STATION Part of the Northeast Quarter of Section 36 Township 18 North. Range 3 East Second Principle Meridian, Hamilton County, Indiana, more particulary described as follows: Beginning at a point on the east line of said Northeast Quarter which bears south 00 degrees 00 minutes 00 seconds (assumed bearing) 1588.00 feet from the northeast corner thereof, thence.` south 89 degrees 28 minutes 00 seconds west 386.68•feet to a point on the center line of the old interurban right -of -way, which is now a 66 -foot wide power line easement recored in Deed : Record 130, page 200, in the office of the Recorder of Hamilton County, Indiana, thence along said center line south 00 degrees 04 minutes 15 seconds west 215.43 feet; thence south 89 degrees -. 42 minutes 30 seconds east 223.93 feet to the southwest corner of._. a parcel as described in a Warranty Deed recorded in Book 272 on.," page 452 in said Recorder's office (the next two courses are along said parcel): (1) thence parallel with the east line north 00 degrees 00 minutes 00 seconds west 151.83 feet, (2) thence south 89 degrees 46 minutes 00 seconds east 163.00 feet to a point on the east line of said Northeast quarter which bears south 00 degrees 00 minutes 00 seconds east 69.00 feet from the point of beginning containing 1.37 acres, more or less. Subject to the right -of -way for South Range Line Road (Westfield, Boulevard) along the east side (69.00 feet) of the above described tract. Also, subject to and together with an ingress and egress ease- ment recorded in book 274, page 225, in said Recorder's Office. LEGAL DESCRIPTION TRACT B CARMEL CITY HALL Part of the Northeast Quarter and part of the Southeast Quarter of Section 36, Township 18 North Range 3 East'Second Principle Meridian, Hamilton County, Indiana, more particularly described` as follows: Commencing at the Northeast corner of said Southeast Quarter,,,; thence along the East line thereof South 00 Degrees 35 minutes seconds East (assumed bearing) 174.90 feet, thence south 89.. " degrees .35 minutes 00 seconds West 357.00 feet to the point.of: beginning, which said point is on the easterly right-of-way line, of the old Traction Company, which is now a 66 -foot wide power 0: line easement recorded in Deed Record 130, page 200, in the'. office of the Recorder of Hamilton County, Indiana, thence con -. tinue south 89 degrees 35 minutes 00 seconds West 452.71 feet to a point on the easterly right -of -way line of the Monon Railroad, said point lies on a curve having a radius of 1943.08 feet, the.;; radius point of which bears North 69 degrees 20 minutes 15 seconds West, thence Northerly along said curve and right -of- way.;;';`, line 615.38 feet to a point which bears South 87 degrees 38 minus;,;:0; tes 00 seconds East from said radius point, which said point ,issa ; ":> common with a 3 degree 00 minute spiral curve to the left, thence'=; northerly along said spiral curve and right -of -way line 201.72;: feet subtended by chord having a length of 201.71 :.feet which. bears North 00 degrees 21 minutes 40 seconds East from•the last;=.;; described point, thence along said right -of -way North 00 degrees 38 minutes 00 seconds West 153.20 feet to a point which is 779.752 . feet North of the South line of said Northeast Quarter, thence .. ;,`__. North 89 degrees 35 minutes 00 seconds East 63.16 feet to a curve e8 having a radius of 30.00 feet, the radius point of which bears!; 29: Southy 48 degrees 16 minutes 37 seconds West, thence southerly. =?; along said curve 21.85 feet to a point which bears south.90 degees 00 minutes 00 seconds East from said radius point; thence,, South 00 degrees 00 minutes 00 seconds 62.00 feet; thence South::: 90 degrees 00 minutes 00 seconds East 224.00 feet; thence North 00 degrees 00 minutes 00 seconds 50.00 feet to a curve having, a.: radius of 30.00 feet, the radius point of which bears South 90' • degrees 00 minutes 00 seconds East; thence northerly and easterly along said curve 47.12 feet to a point which bears North 00 degreees 00 minutes 00 seconds from said radius point; thence South 90 degrees 00 minutes 00 seconds East 7.99 feet to a point on the easterly right -of -way line of said power line easement, which said point bears North 00 degrees 04 minutes 15 seconds East 950.74 feet from the point of beginning, thence along said easterly right -of -way line South 00 degrees 04 minutes 15 seconds West 950.74 feet to the point of beginning, containing 7.44 acres, more or less. Subject to the J. W. Hawkins legal drain along the westerly side?` =: of the above described tract. Also subject to the old interurban right -of -way, which is now a 66 -foot wide power line easement recorded in Deed Record 130, page 200, in the office of the Recorder of Hamilton County, Indiana. F U `✓ ADDENDUM NO. 1 TO LEASE Between Carmel Civic Square Building Corporation and The City of Carmel, Indiana Executed on M., 20, 1987 WHEREAS, the Carmel Civic Square Building Corporation,,. an Indiana corporation, entered into a lease with the City of Carmel, Indiana on May 20, 1986, in the office of the Recorder of Hamilton County, Indiana, in Book 187, page 359. WHEREAS, it is provided in said lease that there shall be endorsed thereon the reduced annual rental; no therefore IT IS HEREBY CERTIFIED AND STIPULATED by all of the under- signed that the highest sum of principal and interest due in any calendar year is $389,000, the reduced annual rental. is . $391,000, and the semiannual installments are $195,500.:; Executed this a a( day of /jbaJf- Attest: 1987. CARMEL CIVIC SQUARE BUILDING CORP* ATION • If4e • OFFIT•, President. KENI'KEL ivER, ,Aecretary Attest: 1Ji726 4.1t441Let Dotothy J% ancock Clerk- Treasurer CITY OF CARMEL, INDIANA, Lessee BY: THE BOARD OF PUBLIC WORKS AND SAFETY STATE OF INDIANA SS: COUNTY OF HAMILTON BEFORE ME, A Notary Public in and for said county, and Statp, personally appeared JOHN PROFFITT, and KEN KELTNER, the President and Secretary, respectively, of Carmel Civic Square Building Corporation, and acknowledged the execution of the foregoing Lease. _ WITNESS my hand and Notarial Seal, this Thp.pe , 1987. My Commission Expires: iz/s/96 STATE OF INDIANA SS: COUNTY OFS HAMILTON ) day of (Sign ,% re) (Printed) Notary Public My County of Residence: BEFORE ME, a Notary Public, in and for said County and States, personally appeared JANE A. REIMAN, FREDT. SWIFT and BILLY L. WALKER, and acknowledge the execution of the foregoing Lease. WITNESS my hand and Notarial Seal, this ,3 day of. I7-04>e , 1987. My Commission Expires: (Sign. :re) /zr IC ,c 5 (Printed Name) Notary Public My County of Residence: ADDENDUM NO. 1 TO LEASE Between Carmel Civic Square Building Corporation and The City of Carmel, Indiana Executed on the /9 day of e . , 1988 WHEREAS, The Carmel Civic Square Building Corporation, an Indiana Corporation, entered into a lease with the City of Carmel, Indiana on October 31, 1988, in the office of the Recorder of Hamilton County, Indiana, in Book , page WHEREAS, it is provided in said lease that there shall be endorsed thereon the reduced annual rental; now therefore IT IS HEREBY CERTIFIED AND STIPULATED by all of the under- signed that the highest sum of principal and interest due in any calender year is $911,000.00, the reduced annual rental is $913,000.00 and the semiannual installments are $456.500.00. Executed this /9 day of Attest: SUSAN JONES Clerk- Treasurer ✓./ , 1988. CARMEL CIVIC COR'i'ATIOD � dif I N PIT ITT, •r- sident E BUILDING CITY OF CARMEL, INDIANA, Lessee BY: THE BOARD OF PUBLIC WORKS AND SAFETY THE MAYOR: DOROTHY JJ."HAN000K STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) BEFORE ME, A Notary Public, in and for said County, and State, personally appeared JOHN PROFFITT, and KEN KELTNER, the President and Secretary, respectively, of Carmel Civic Square Building Corporation, and acknowledged the execution of the foregoing Lease. WITNESS my hand and Notarial Seal,_ December, 1988. My Commission Expires: 12/5/90 day of p hen K. Andrews Tinted) NOTARY PUBLIC My County of Residence: Hamilton STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) BEFORE ME, A Notary Public, in and for said County and State personally appeared Dorothy J. Hancock, Fred T. Swift and William McFadden, and acknowledge the execution of the foregoing Lease. WITNESS my hand and Notarial Seal, December, 1988. My Commission Expires: 12/5/90 S ciefifn Agri/ Pri nt'ed u re day of NOTARY PUBLIC My County of Residence: Hamilton